EXHIBIT 10.10
AMENDMENT TO EXTENSION AND MODIFICATION OF LOANS AGREEMENT
----------------------------------------------------------
This Amendment to Extension and Modification of Loans Agreement
("Amendment") is made and entered into on this 26th day of August, 2003, by and
among SOUTHTRUST BANK, a state banking corporation, formerly known as SouthTrust
Bank, N.A. and SouthTrust Bank, National Association, whose address is 000 X.
00xx Xxxxxx, Xxxxxx Xxxx, XX 00000 (the "Bank"); XXXXX X. XXXXXX, an individual
whose place of residence is 000 Xxxxxx Xxxxxx, Xx. Xxxxxx Xxxxx, Xxxxxxx 00000
(collectively, the "Guarantor"); and SPECTRUM SCIENCE & SOFTWARE, INC., a
Florida corporation having its principal place of business at 00 Xxxx Xxxxxx,
Xx. Xxxxxx Xxxxx, Xxxxxxx 00000 (the "Company").
RECITALS.
---------
A. The parties described above entered into an Extension and Modification
of Loans Agreement on the 31st day of January, 2003, a copy of which
is attached hereto and made a part hereof as Exhibit A ("Extension
Agreement").
B. The parties have elected to amend certain portions of the Extension
Agreement and have elected to reduce the Amendments to writing.
Now, therefore in consideration of the mutual covenants contained herein
and other good and viable consideration the receipt and sufficiency of which is
hereby acknowledged, each of the parties agrees as follows:
1. Paragraph 1(B) is hereby amended so as to read in its entirety as
follows:
"The loans which are outstanding as between the Bank and Obligors are more
specifically described in the First Forbearance Agreement, described in
1(A) above and in Paragraph 2 of this Agreement and are collectively
referred to herein as the Loans."
2. Paragraph 1(E) is hereby amended so as to read in its entirety as
follows:
As of August 18, 2003, the total amounts due and owing on the Loans as
principal and interest are described on Exhibit B hereto. The amounts shown
on Exhibit B do not include late fees, attorneys' fees and costs of
collection or other obligations associated with the Loans.
3. Paragraph 1(G) is hereby amended so as to read in its entirety as
follows:
The Obligors have requested that the Bank enter into an agreement extending
the maturity date of the Loans.
74
4. Paragraph 2 is hereby amended so as to read in its entirety as follows:
The maturity date of the each of the Loans is hereby extended through and
until close of business September 25, 2003 (the "Extended Maturity Date"),
at which time all then unpaid principal and all accrued and unpaid interest
under each of the Loans shall be due and payable by the Obligors to the
Bank.
5. Paragraph 3(A) is hereby deleted in its entirety and notation made
"intentionally left blank".
6. Paragraph 3(B) shall be amended so as to read in its entirety as follows:
In the event that during the period between August 26, 2003 and the
Extended Maturity Date, funds shall come into the Spectrum Demand Deposit
Account No. 00000000 (the "DDA Account"), the Bank shall have the right but
not the obligation to set off from the DDA Account the sum of $60,000.000
as a payment to be applied by the Bank to the Loans in such manner as the
Bank shall elect.
7. Paragraph 3(C) shall be amended so as to read in its entirety:
During the period from the date of this Agreement through the Extended
Maturity Date, the Obligor shall maintain current, all regularly scheduled
payments of principal and interest on the following Loans:
(a) Loan Number 42463, which had an original principal balance of
$198,900.00, with a current principal balance of $190,465.38;
(b) Loan Number 45643, which had an original principal balance of
$274,704.68, with a current principal balance of $130,198.58; and
(c) Loan Number 50578, which had an original principal balance of
$1,691,151.31, with a current principal balance of $1,552,528.16.
8. Paragraph 3(D) is hereby deleted in its entirety and notation made
"intentionally left blank."
9. Paragraph 12 is hereby amended as follows:
In the 8th line, the words "the date of this Agreement" are deleted and the
following is inserted: "through September 25, 2003".
10. In all respects other than as amended hereby, the Extension Agreement
remains in full force and effect according to all of its unamended original
terms and conditions.
75
11. Those persons executing this Amendment, for and on behalf of the
company, hereby warrant and represent that they hold the offices for which they
are identified and that they have the full authority to bind the company to all
of the terms and conditions of this Amendment and the Extension Agreement as
amended.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the first date set forth above.
Signed, sealed and delivered
in the presence of:
SOUTHTRUST BANK
By: /S/ Xxxxxxx X. Xxxxxxxx
------------------------------- --------------------------
(name) Xxxxxxx X. Xxxxxxxx
Senior Vice President
GUARANTOR
/S/ Xxxxx X. Xxxxxx
------------------------------- --------------------------
(name) Xxxxx X. Xxxxxx
-------------------------------
(name)
SPECTRUM SCIENCES & SOFTWARE, INC.
By: /S/ Xxxxx X. Xxxxxx
------------------------------- --------------------------
(name) (name) Xxxxx X. Xxxxxx
Its: President
-------------------------------
(name)
and
76
By: /S/ Xxxxxx X Xxxxxxxx
------------------------------- ----------------------------
(name) (name) Xxxxxx X. Xxxxxxxx
Its: Chief Operating Officer
------------------------------
(name)
STATE OF FLORIDA
COUNTY OF BAY
The foregoing instrument was acknowledged before me this _______ day of
___________, 2003, by Xxxxxxx X. Xxxxxxxx, as Senior Vice President of the Bank,
on behalf of the Bank, who: (notary MUST check applicable line)
_____ is personally known to me.
_____ produced a current Florida driver's license as identification.
_____ produced _____________________________ as identification.
--------------------------
Notary Public
My Commission Expires:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this ______ day of
________, 2003, by Xxxxx X. Xxxxxx, individually, who: (notary MUST check
applicable line)
_____ is personally known to me.
_____ produced a current driver's license as identification.
_____ produced _____________________________ as identification.
--------------------------
Notary Public
My Commission Expires:
77
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this ______ day of
________, 2002, by Xxxxx X. Xxxxxx, as President of Spectrum Sciences &
Software, Inc., a Florida corporation, on behalf of the corporation, who:
(notary MUST check applicable line)
_____ is personally known to me.
_____ produced a current Florida driver's license as identification.
_____ produced _____________________________ as identification.
--------------------------
Notary Public
My Commission Expires:
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this _______ day of
________, 2003, by Xxxxxx X. Xxxxxxxx, Chief Operating Officer of Spectrum
Sciences, who: (notary MUST check applicable line)
_____ is personally known to me.
_____ produced a current driver's license as identification.
_____ produced _____________________________ as identification.
--------------------------
Notary Public
My Commission Expires:
78
